Friendship is Magic: The Hypothetical Movie
by zvermilyer
Summary: It's Transformers The Movie, except with ponies!
1. Chapter 1

_The following _My Little Pony_ story is set in an alternate timeline where the events of the fi__rst two seasons of the TV series, and the first four issues of the IDW Publishing comic book series, took place, but subsequent events did not. This is not because I didn't like those seasons and issues (I did), but because this story wouldn't work otherwise. It should also be noted that this story is based on the 1986 animated _Transformers _movie. In case you haven't seen it, I should warn you that the movie features the violent deaths of several characters, and a result, so does this story. If this bothers you, I advise you not to read the story. Additionally, the movie contains a number of background songs, whose lyrics have been incorporated into the text of this story because I felt they were an important part of it. Oh, and all of this is copyrighted by Hasbro, of course._

One

In a clearing in the center of the Everfree Forest stood a peculiar castle-crumbling and overgrown with weeds as if it had long been abandoned, but clearly inhabited, for there were guards posted outside and the castle was lit with the red flicker of torches. Princesses Celestia and Luna had returned to their childhood home, though not by choice-the city of Canterlot now belonged to the Changelings.

It had begun the previous month, when the city had been attacked by cockatrices mutated to gigantic size by the Secretariat Comet. Though the city's defenders, led by Celestia herself, had defeated the cockatrices, the city had been left vulnerable to invasion. Somehow the Changelings, whom Celestia had believed safely imprisoned in their own castle, had escaped, learned of Canterlot's present condition and launched a surprise assault while the ponies were in the process of reconstruction. In no condition to fight back, Celestia had taken the Elements of Harmony and evacuated, along with her family and a hooffull of royal guards. Now she was seated on her throne, watching her sister pacing back and forth in front of her.  
"What's wrong, Luna?" she asked, already knowing the answer.

"Sister, my patience wears thin. How much longer must we wait to drive Chrysalis and her cursed ilk from our home?"

Luna had been asking this question ever since they had arrived. Celestia decided it was time to get her sister out of the castle.

"I want you to make a special run to Ponyville."

"But, sister-"

"Listen, Luna, we don't have enough supplies and ammunition to power a full-scale assault. Gather your crew and ready the ship for launch!"

Luna's expression brightened. "Huzzah! Your days are now numbered, Changelings!"

As she galloped off, she passed Captain Shining Armor.

"Princess!" he called. "While you're in Ponyville, please tell my sister and wife I miss them, and I'll come back to them as soon as we've kicked Chrysalis's flank out of Equestria!"

"I shall tell them!"

Celestia watched her go. "Now all we need are a few supplies-and a lot of luck."

Canterlot had drastically changed under its occupation. The streets, once bustling with activity, were silent and empty, and the buildings dark and abandoned. The sole exception was the castle, which was illuminated with an eerie green glow that emanated from a multitude of cocoons suspended from the throne room's ceiling like slabs of meat. Each pod contained a pony, deep in an enchanted slumber courtesy of Chrysalis's hypnotic magic. This was the fate that had befallen the original populace of Canterlot. They had all been rounded up and sealed within the pods after the conquest of their city. Many of the captives had at first futilely attempted to break out of their prisons, but had soon passed out from exhaustion. Now they were all dreaming of whoever or whatever each of them loved most. The Changelings, who had taken up residence in the castle, fed on the ponies' love regularly, but they had been expressly forbidden by their queen from draining their victims dry. The ponies were all needed alive, Chrysalis had explained, to keep the Changelings in peak condition for the battle to come. When that battle had been won, the ponies would be the main course at a victory banquet.

Chrysalis sat on what had once been Celestia's throne, gazing intently into the glowing crystal ball in front of her. To her right stood the Armored Changeling, her most loyal minion. To her left stood Trixie Lulamoon.

The Changelings had first encountered Trixie after she had left Equestria to find somewhere else to live, an outcast from pony society. She had wandered into the Changeling Kingdom and released the imprisoned Changelings. Chrysalis had initially intended to dispose of her, but after speaking to her, she had found in Trixie a kindred spirit and decided to spare her life. Trixie had willingly submitted to conversion into a Changeling and become Chrysalis's apprentice. Trixie had quickly become popular with the other Changelings. Though she did not regret her decision, Chrysalis did not fully trust the ambitious Trixie, and had resolved to keep a close eye on her.

But now the queen's attention was focused on the image in the crystal ball.

"I want you to make a special run to Ponyville."

"But, sister-"

"Listen, Luna, we don't have enough supplies and ammunition to power a full-scale assault. Ready the ship for launch! Now all we need is a little ammunition-and a lot of luck."

Chrysalis grinned from ear to ear. "More than you imagine, Celestia."

The crew of the supply ship did not see the squad of Changelings until they landed on the deck.

Big McIntosh was the first to react. "Changelings!" he called to his comrades. Several Changelings pounced on him at once, but he shook furiously, dislodging them and sending them tumbling towards Chrysalis.

"Die, ponies!" Chrysalis yelled, and fired a beam of magic from her horn at the stallion. McIntosh dropped, bleeding from his shoulder.

_Iron birds of fortune_

_Adrift above the skies_

_Cloudy revelations_

_Unseen by naked eyes_

_Erupt the rock of ages_

_Bringing final fear_

Prince Blueblood turned and opened his mouth to say something, but was prevented from doing so when a Changeling blasted him in the stomach. He vomited blood and fell dead. Doctor Stable telekinetically grabbed a shotgun and fired it at a Changeling, but his target simply caught the bullet with his telekinesis, turned it around in mid-air, and propelled it back at the doctor's chest, cutting him down.

Luna, meanwhile, had managed to repel the Changelings with magic lightning. Only by surrounding her and focusing all their blasts on her chest and between her shoulder blades were they finally able to bring her down.

_Instruments of destruction_

_Tools of powerplays_

_It's a violent eruption_

_Existence drips away_

Chrysalis strode casually past the corpses and took the wheel. "That was almost too easy, Trixie," she observed.

"Much easier, almighty Queen Chrysalis, than attacking the real threat: Celestia's palace!"

Chrysalis sighed in exasperation. "You're an idiot, Trixie. When we slip past the shield in the ponies' own ship and destroy Ponyville, the ponies will be vanquished forever!"

"NO!" thundered a mighty voice. All the changelings turned in shock to see Luna getting to her feet. "TO GET TO PONYVILLE, THOU MUST FIRST GO THROUGH US!"

Most of the changelings backed away, intimidated, but Chrysalis, who had known all along that Luna was faking and had been waiting for her to make her move, merely rolled her eyes. She could tell from Luna's labored breathing and the way she winced with every movement that she was weakened and in pain.

"Such heroic nonsense," she commented, and blasted Luna through the center of her forehead.

Ponyville had also drastically changed in the past month. The entire civilian population (consisting of foals, the very elderly and others who were unable or unwilling to fight) had been evacuated to Fillydelphia. The town had subsequently been converted into a production facility operated by the Ponyville Militia under the command of Princess Cadance. Here, food, ammunition and other supplies were produced and transported by boat to the Everfree Castle, for the use of the soldiers stationed there. Now, Twilight Sparkle and Spike the dragon were fishing in the lake outside the town, as they had no work to do at the present moment.

"I miss Fluttershy," commented Twilight, remembering that the yellow pegasus had fed her pet ferrets fish from this very lake.

"So do I," Spike replied, "but she'll be back from Fillydelphia as soon as this war is over. Hey, why don't we go watch the supply boat come in? It might be interesting."  
"That doesn't sound very interesting to me."  
"Better than fishing and not catching anything."

"Fair enough," the unicorn agreed, telekinetically withdrawing her fishing pole from the water and placing it on the ground. Spike dropped his own pole and climbed on Twilight's back.

_Sometimes when your hopes have all been shattered_

_And there's nowhere to turn_

_You wonder how you keep going (going)_

_Think of all the things that really mattered_

_And the chances you've earned_

_The fire in your heart is growing (growing)_

_You can fly, if you try, leaving the past behind_

_Heaven only knows what you might find_

"We should get a good view from the cliffside," Twilight told Spike as she broke into a gallop and almost knocked over a passing Granny Smith in the process.  
"Watch where you're goin', ya consarned whippersnapper!" the old Earth pony grumbled. "When ah was yer age, we respected our elders!"

_Dare, dare to believe you can survive_

_The power is all at your command_

_Dare, dare to keep all of your dreams alive_

_It's time to take a stand_

_And you can win, if you dare_

Twilight teleported to a high ledge that afforded an excellent view of the river. A small telescope had been installed, and as the boat passed them, Spike looked through it and noticed something wrong.

"Uh, Twilight? Do you see what I see?"  
Twilight looked for herself. "Changelings!" she exclaimed. Focusing her telekinesis on the ship, she forced it onto the shore.

"What in tarnation is that young 'un doin'?" Granny wondered from a distance, and headed in for a closer look.

"So much for taking our enemies by surprise, my queen," Trixie commented.

"No matter!" responded Chrysalis. "I have a back-up plan. Changelings, attack!"

The Changelings flew out of the grounded boat. Chrysalis blasted the cliff where Twilight and her assistant were standing, causing it to crumble.

"You won't be escaping to warn your friends _this_ time, little Twilight!" she declared, before heading towards Ponyville.

Spike yelled in terror. Twilight clutched her assistant protectively to her, and they landed safely on a lower ledge. Another Changeling landed on the ground below and took aim at the unicorn's head.

"Come on down, brats!" he beckoned, as Twilight pushed Spike behind her, shielding him with her own body.

_Dare, dare to believe you can survive_

_You hold the future in your hand_

_Dare, dare to keep all of your dreams alive_

_The power is there at your command, oh_

_Dare, dare to keep all your love alive_

_Dare to be all you can be_

_Dare, there is a place where dreams survive_

An instant before the Changeling fired Granny Smith galloped up to him and kicked him in the chin, tilting his head upwards. The shot missed Twilight and struck another Changeling that was flying above them. Granny then moved out of the way as the wounded Changeling fell, bounced off the cliff and crashed down on his comrade. Their limbs became tangled up and they went tumbling down the hillside in a helpless pile.

Twilight levitated Spike and herself to the ground and regarded the earth pony with a look of surprised admiration.

"I didn't think a pony your age was capable of-" she started to say, trailing off awkwardly at a glare from her elderly comrade.

"_My_ age? That's somethin' you'll never be if we don't back to Ponyville!" she snapped. A lecture was about to follow, but by then Trixie had noticed their survival.

"We can discuss this later," said Twilight, deflecting Trixie's attack with a force field. The disgruntled former pony flew away, and Twilight, Granny and Spike made their escape.

Dr. Hooves stood on the edge of town, looking a pair of binoculars at the approaching Changelings. As Princess Cadance, Applejack, Rainbow Dash, Rarity and Pinkie Pie joined him, the Changelings opened fire. The ponies dodged in the nick of time.

"Well, Doctor Hooves?" asked Cadance.

"I'm afraid we're vastly unnumbered, Princess," the Doctor reported.

Just then, the ponies had to duck to avoid another blast. Cadance regained her balance first, and the others gathered around her to take her orders.  
"I'm going to raise a shield around Ponyville. It won't keep the Changelings out for long, but it should buy us some time. Applejack, you and Rarity go to Town Hall and set up the cannon. Doctor, Spike isn't available right now, so tell Vinyl to radio Princess Celestia for reinforcements."  
Rainbow stepped forward. "What about me, Princess?"

"And me!" added Pinkie. "I wanna help! Let me help!"  
"Rainbow Dash, Pinkie Pie, you can help me alert the others."

The pegasus saluted. "You got it! Nopony can get the job done faster than me!"

She raced off, and Pinkie bounded after her calling "Wait for me, Dashie!"

Applejack started in the direction of town hall, motioning for Rarity to follow. "C'mon, Rarity! Let's go!"  
The unicorn hesitated. "But Twilight, Spike and Granny Smith are still outside Ponyille!"

"Don't you worry none, sugarcube. They can take of themselves. C'mon!"

Rarity followed. Just then, Trixie noticed the pair, instantly recognizing them as friends of the pony who had humiliated her. She swooped down on them, exclaiming "Pathetic foals! There is no escape from the Greater and More Powerful Trixie!"

At that moment, Cadance's shield closed between them, directly over Trixie's hoof. Exerting all her strength, Trixie yanked her hoof from between the gap and limped away, whining in pain.

"Breach their defenses!" Chrysalis ordered.

Three of Changelings gathered in front of the shield and hurled themselves against it, weakening it. They had just managed to create an opening wide enough for their comrades when Twilight, Spike and Granny Smith arrived.

"Them Changelings are in our way!" Granny observed.

"Wrong, Granny-_they're our way in_!" Twilight, with Spike riding on her back, jumped onto the Changelings, knocking them to the ground, and walked over them and into the opening. Before they could stand up again, Granny followed. The other Changelings poured in after them.

Vinyl Scratch and Octavia Melody were stationed in the attic of their cottage, which had been converted into Ponyville's communications center. The two mares were seated in swivel chairs, and in front of them was a radio set whose transmitter was connected to an antenna mounted on the roof.

Doctor Whooves galloped up the stairs and into the attic, and the two mares swiveled around to face him.

"Hey, doc!" Vinyl waved. "What's shakin', other than this house?"

"Miss Scratch, Miss Octavia, Princess Cadance sent orders to contact Princess Celestia!"

"All _right_!" grinned Vinyl. "It's about time I saw some action!"

Octavia switched on the transmitter and passed Vinyl the microphone.

"This is DJ Pon3 calling Princess Celestia! Do you read me? The Changelings are blitzing Ponyville! We're _really _taking a pounding! Don't know how much longer we can hold out!"

Chrysalis, her General and three lieutenants landed outside the cottage.

"General," Chrysalis ordered, pointing at the atenna, "jam that transmission!"

The General nodded to the four lieutenants, who flew to the cottage's roof and grabbed the antennae.

"Repeat: this is DJ Pon3 calling Princess Celestia! Do you read me? The Changelings are blitzing Ponyville! We're _really _taking a-"

The transmission was interrupted when the antenna snapped and was thrown off the roof. The lieutenants then flitted down to the attic window.

"First we crack the shell," said one, "then we crack the nuts inside!"

The Changelings began pounding their hooves against the window until it shattered.. The Doctor, Vinyl and Octavia dived for cover and just barely avoided being cut to ribborns by shards of glass.

As the Changelings poured into the attic, the Doctor stepped forward to face them.

"Run, you two!" he called over his shoulder. "Save yourselves!"

"No way, doc!" Vinyl shook her head. "Tavi, my Bass Cannon!"

Octavia trotted over to the other side of the attic and pulled a cover off a very strange machine. It was a metal box with a set of wheels beneath it and a big red button on top of it. Octavia pushed it over to Vinyl, who moved behind it and positioned her hoof over the button.

"What is that?" the Doctor asked curiously.  
"Don't ask," replied Octavia, who had sat down where the machine had previously been and was putting on a pair of noise-canceling headphones. "I wish I had another pair of these, but I don't, so if you value your hearing get to the other side of the attic and cover your ears-quickly!"

When the Changelings came toward her, Vinyl thumped the button, and the panels slid apart.

Though the Doctor had backed away and covered his ears as Octavia had instructed, this failed to drown out the raging flood of dubstep music that came blasting out of the machine. The sonic storm shook the attic from floor to ceiling, and the Changelings were swept up in its wake and hurled through the window. Using their wings, they managed to regain their balance, and having no great desire to find out what had hit them, most of them withdrew. The sole exception found Octavia brandishing her cello. She hit him over the head and he fell out of the window, unconscious.

When the ringing in his ears had ceased, the Doctor stood up and looked at the machine, very much impressed.

"What an incredible machine! Where did you get it?"

"I built it myself," Vinyl informed him proudly, patting the machine.

"You should see how she does our dishes," Octavia added with an exasperated sigh.

"I'm thinking of patenting my inventions after this war," Vinyl continued.  
The mention of the war reminded the ponies of how serious the situation was.

"Do you think you got through to the princess?" the Doctor asked.

"Let's hope so," Vinyl replied grimly, "'cause if I didn't we're already dead!"

Elsewhere, the battle was raging. Colgate Minuette found herself face to face with a Changeling that was poised to spring.

Examining her opponent's fangs, Colgate observed, "You look like you haven't brushed your teeth for a long time. But don't worry. I can help you out with my toothpaste cannon!"

Before the Changeling realized what was happening, Colgate fired her cannon, squirting toothpaste into the Changeling's eyes. Blinded and in pain, the Changeling attempted to flee, only to find its path blocked by Berry Punch, who was armed with a fearsome weapon: a big bottle of wine. Berry Punch uncorked the bottle, downed the contents in a single gulp, then smashed the empty bottle over the Changeling's head, knocking it unconscious.

"Tshat'sh tshe good shtuff," she slurred. "Shorry I didn't *hic* bring any for you, Collie."

"That's all right, Berry. I'm just glad I was able to find another use for my toothpaste cannon. I was afraid I'd have to get rid of it after it didn't work out the way I'd hoped it would...Berry, look out behind you!"

Berry Punch did so and discovered that another Changeling had crept up on her. Completely unfazed, she breathed heavily in its face, and it passed out, overcome by the fumes. Berry Punch turned back to Colgate and burped. "'Scushe me, honey."

"You _should _brush your teeth right now," Colgate told her, "but I guess we can wait until this battle is over."

Suddenly Colgate heard a shout, and turned to see a Changeling hitting the ground, courtesy of a kick to the head from Carrot Top.

Glaring down at the Changeling, Carrot said through gritted teeth, "That was for my friend Ditzy! It's because of you heartless monsters that she and her daughter were separated, and Ditzy is miserable without her! She hasn't emptied my fridge in weeks, and she cries herself to sleep every night! Just touching you makes me sick!" She took a deep breath. Then, with a smile, she added, "Thank you for helping me work off my aggressions," and, satisfied, trotted away.

Yet, in spite of these small victories, the ponies were still outnumbered and had already suffered losses. On the ground floor of Town Hall, Rarity looked down sadly at the two unmoving bodies she had just carried in from the street. One was Snowflake, the muscular pegasus. The other was Zecora. Rarity was uncertain whether they were dead or merely unconscious, but both of them were badly burned, giving her little hope for their survival.

"C'mon, sugarcube!" Applejack called from the foot of the stairs. The earth pony was standing next to a cannon. "We gotta get this here cannon into place! Chrysalis is makin' her big push, and we gotta push back!"

"In a moment, Applejack!" Rarity answered. "I cannot allow our brave comrades to simply lie where they fell! You shall be avenged," she told the the pegasus and zebra before joining Applejack. She lifted one end, Applejack lifted up the other and they started up the stairs, the weight making it difficult. Then Twilight, Granny and Spike teleported in.

"Keep a-liftin', Applejack!" said Granny. "Help's to hoof!"

With the new arrivals supporting the sides of the cannon, the trip became much easier.  
"I was afraid you and Spikey-Wikey would be trapped outside Ponyville," Rarity told Twilight.

"Hey, I wasn't worried for a second," Spike lied through his teeth, causing Twilight to roll her eyes.

The ponies carried the cannon through the second-story door and set it down on the balcony, with the barrel resting atop the railing. While the ponies went to get the ammunition, Spike climbed onto the cannon to serve as lookout. He saw Chrysalis land in the square, accompanied by a single other Changeling.

"Behemoth!" shouted Chrysalis. "Kill them!"

Spike's initial confusion turned to dawning horror as the Changeling began to change, growing larger and larger until it was almost level with the balcony.

"This can't be good," Spike thought. He shouted, "Guys, you might want to see this!"

When the ponies reappeared and saw Behemoth, their faces fell-with the exception of Applejack, whose teeth were clenched

"I got better things to do tonight than die!" she declared, picking up a cannonball. Spike hopped down from the cannon before Applejack loaded, aimed and fired it at Behemoth.

To Applejack's dismay, the giant Changeling merely swatted the ball aside. As Behemoth came closer, Applejack grabbed another cannonball and fired once more, again with no success. Before she could make a third attempt, the furious Behemoth positioned his forehooves on opposite sides of the cannon's barrel, then clapped them together, crushing it. Spike and the ponies hurried down the stairs as Behemoth picked up the cannon and, wielding it as a club, began pounding away at the side of the building. Stopping only to pick up Snowflake and Zecora, they fled Town Hall just before the wall collapsed, raising a cloud of dust. Behemoth roared and stomped his hooves in triumph.

"Their defences are broken!" Chrysalis crowed. "Let the slaughter begin!"

But before this order could be carried out, a shadow passed over the town. Changelings and ponies alike looked up to behold the royal chariot descending-and it was drawn by a team of Wonderbolts. As her vehicle landed in the square, Celestia ordered, "Wonderbolts! Stop that Changeling!"

"You know I love a challenge," Spitfire grinned, unharnessing herself. "Wonderbolts, go!"

Soarin' and Echo Fleetfoot followed their leader into battle. The Changeling expected them to attack, and was confused when they instead began to fly around him in a circle. It was too late when he realized that the pegasi were generating a whirlwind that lifted him off the ground. The Wonderbolts rolled over, flipping the Changeling onto his back, then dropped him. Before the Changeling could turn over, Spitfire flew straight up into the air, then dived and collided with the Changeling's soft underbelly. Behemoth passed out from the pain and reverted to his original size.

Celestia stepped out of her chariot and surveyed at the ruins of Town Hall. A look of grim determination came into her eyes. She could no longer stand idly by and let her subjects suffer. This destruction had to end now.

She turned to the Wonderbolts.

"Chrysalis must be stopped," she stated, "no matter the cost." With those words, she spread her wings and soared off over Ponyville in search of Chrysalis, who had slipped away in the confusion.

_You got the touch_

_You got the power_

_YEAH!_

Two Changelings standing on the ground below attempted to shoot her down, only for her to blast them into unconsciousness. She then turned and, as she had expected, found three more Changelings hovering there, having attempted to sneak up on her. Now they wore the expressions of someone who knows he or she is in serious trouble. She blasted their wings off and they fell to the ground, incapacitated.

_After all is said and done_

_You've never walked, you've never run,_

_You're a winner_

_You got the moves, you know the streets_

_Break the rules, take the heat_

_You're nopony's fool_

_You're at your best when when the goin' gets rough_

_You've been put to the test, but it's never enough_

She resumed her search and soon found Chrysalis standing atop the town's hydroelectric dam. The ponies and Changelings gathered on opposite sides of the dam to watch the battle.

"Did you murder my sister?" Celestia asked.

"Isn't that what you wanted?" Chrysalis taunted. "If not, you shouldn't have sent her alone. In any case you'll be with her soon."

Celestia swallowed her grief and declared "One shall stand, one shall fall."

Chrysalis smirked. "Why throw away your life so recklessly?"

"That's a question you should be asking yourself, Chrysalis," replied Celestia. "In our previous encounter you caught me off guard. This time the outcome will be different."

"Yes, it will," Chrysalis agreed, "because this time I'll crush you with my bare hooves!" Chrysalis charged at Celestia, knocking her onto her back, and Chrysalis's horn pierced Celestia's belly.

_You got the touch_

_You got the power_

_When Tartarus breaks loose_

_You'll be riding the eye of the storm_

_You got the heart_

_You got the motion_

_You know that when things get too tough_

_You got the touch_

Twilight moved forward to assist her mentor, but Granny quickly stepped into her path.

"I've got to help Princess Celestia!" Twilight told her.

Granny shook her head. "Stay away, young 'un. That's the princess's fight."

As Twilight looked on, Chrysalis began to charge up her horn, but before she could fire Celestia stood up on her hind legs and shoved the changeling away from her with her forehooves.

Chrysalis slid to the other end of the dam but quickly regained her balance and fired several blasts at Celestia. These missed, so Chrysalis leaped into the air and propelled herself towards Celestia. As she descended, she drew a sword, but Celestia blasted the sword from Chrysalis's grip and it slid off the edge of the dam and into the river. However, Chrysalis landed on top of Celestia, planted her hind legs firmly on either side of the princess, and placed her forehooves on Celestia's chest, forcing her to the ground and pinning her in place.

"I'll gouge out your eyes with my horn!" Chrysalis hissed, but before she could attempt to carry out her threat Celestia kicked out with her hind legs, flinging the Changeling into the air. Chrysalis did an involuntary somersault and collided with the cliffside. She slumped to her knees, bruised, battered and dazed.

_You got the touch_

_You got the power_

_YEAH!_

"Finish her off, princess!" Granny yelled. "Do it now!"

Celestia stood up, turned, and approached Chrysalis, her horn pointed between the changeling queen's eyes.

Chrysalis threw up her hooves in surrender.

"No more, Princess Celestia!" she begged. "Grant me mercy, I beg of you!"

Celestia hesitated, unconvinced of Chrysalis's sincerity but nevertheless surprised at this reaction. "You, who are without mercy, now plead for it yourself? I thought you were made of sterner stuff!"

As Celestia pondered what Chrysalis might be planning and what she should do, she did not notice Chrysalis drawing a concealed pistol-but Twilight did. Acting impulsively, she teleported past Granny, materializing in front of the changeling.

"No, you don't, Chrysalis!" she yelled.

"Out of the way, Twilight!" Celestia ordered, but it was too late. Chrysalis grabbed Twilight and, holding the unicorn in front of her as a living shield, raised the pistol and emptied its clip into the wound in Celestia's belly.

With each hit Celestia felt her strength ebbing away. Finally her legs gave way beneath her and she fell to her knees in a pool of her own blood.

Chrysalis let go of Twilight, knocked her aside and told her mockingly, "Thank you very much, little Twilight! I could never have done it without your help!"

As Twilight watched frozen with horror, Chrysalis dropped the now-empty pistol and trotted up to Celestia, raising her hoof over the alicorn's head to deliver the killing blow.

"I would have waited an eternity for this," she stated, giving Celestia a grin that would have rendered any normal pony catatonic. "It's over, Celestia!"

But Chrysalis was wrong. Celestia gathered her remaining strength into one hoof and, with a defiant yell of "NEVER!" she struck Chrysalis in the horn, snapping it in two. The Changeling lost her balance and fell over the rail, crashing down with a sickening thud on the roof of the power station below. Trixie, Behemoth and the Armored Changeling gathered around her.

The battle won, Celestia finally allowed exhaustion to overcome her and collapsed. Twilight rushed to her mentor and knelt beside her, tears in her eyes.

"Princess Celestia! Please forgive me!"

Chrysalis found herself unable to move without pain. Several bones had been fractured on impact, and the damage to her horn had rendered her unable to perform magic. For the first time in her life she knew what it was like to feel completely vulnerable, and to make matters worse, Trixie was standing over her.

"How do you feel, mighty Chrysalis?" Trixie sneered, kicking Chrysalis contemptuously. She used her wounded hoof, implying that Chrysalis was not worth using her good hoof on. Chrysalis closed her eyes and waited for Trixie to finish her, but that moment never came. Instead Trixie turned to the Changelings, saying "Let's get out of here. We'll take the train," and walked away.

Chrysalis felt a surge of panic. Like Trixie, she knew what would happen if the ponies found her. They would not grant her the quick, clean death that was her royal privilege; instead, they would heal her wounds and put her in prison, and the proud queen would spend the rest of her life rotting away as a lowly prisoner. The thought of this humiliating fate was more than Chrysalis could bear. She clutched at the Armored Changeling's leg.

"Don't leave me, General!" she told him.

"As you command, my queen," the Armored Changeling replied and gently levitated her onto his back before following the others.

Noticing that their comrades were on their way to the train station, the other changelings hurried off to join them, retrieving the wounded on the way and carrying them with them.

"The ruffians are retreating!" Rarity observed.

"The princess did it," Granny smiled. "She turned the tide."

The first Changeling to reach the station found a locomotive coupled to a single coach. He lit the engine's furnace and, after the other Changelings had piled into the coach, he pulled the lever and the train puffed away.


	2. Chapter 2

_Sorry it took me a month to finish this chapter, guys, but here it is._

The seriously wounded (including the unconscious Big McIntosh, who had been retrieved from the wrecked supply ship along with the bodies of Blueblood, Doctor Stable and Luna) were rushed to the Ponyville Hospital. Their injuries had been treated (in McIntosh's case this had required a blood transfusion from his sister, who had afterwards insisted on remaining by his side), but they were still unconscious. However, their wounds were minor in comparison to those of Princess Celestia. When Twilight, Cadance, Spike, Rarity, Granny and Rainbow Dash arrived, they found Doctor Hooves standing next to the princess's bed, examining her carefully.

When he looked up they could tell from his grim expression exactly what he was going to say. "There's nothing I can do. I fear the wounds are... fatal." He paused, looking intensely frustrated at his inability to help his patient. "Several of her internal organs were punctured. If only Princess Luna were here, perhaps her magic could heal her sister, but..."

"Princess, you can't die!" cried Spike, firmly gripping Celestia's leg as if he thought that would keep her in the living world.

"Do not grieve," Celestia told her subjects weakly. "Soon my sister and I will be together again."

"Princess..." Twilight whispered.

"Princess Cadance," said Celestia. Cadance came closer to her aunt.

"It is to you, beloved niece, that I entrust the Elements of Harmony, for you are now Princess of Equestria."

Cadance's eyes widened. "But Aunt Celestia, I'm not even a real alicorn!" She shook her head. "I'm not worthy."

"Nor was I," Celestia replied. "But one day a pony shall rise from our ranks and use the power of the Elements to light our darkest hour. Until that day... 'till all are one."

Using the last of her magic, Celestia levitated the crown from her head and towards Cadance. Her magic faded and the crown fell. Twilight quickly caught it, and light poured from it as she passed it to Cadance. Cadance removed her tiara and set it aside, then took the crown from Twilight. The crown ceased glowing as Cadance placed it on her own head.

Then the princess flatlined. Tears streamed down Rarity's face. The princess's eyes slowly closed for the last time, and she drew her final breath. Doctor Whooves pulled the cover up over her head. Spike buried his head in Celestia's chest and wept bitterly.

On the way back to Canterlot, Crysalis was deeply uneasy. Trixie seemed quite calm and relaxed; hardly the attitude of someone who had just attempted to betray her leader and feared punishment. Clearly she was up to something.

When the train was halfway across the portion of the track that crossed over a river, it stopped. The driver came into the coach and announced, "We need to jettison some weight or we'll never make it back to the City!"

Trixie stood up, cleared her throat and stated "Fellow Changelings! Our driver has requested that we lighten our burden!"  
"In that case," responded Behemoth, "I say it's survival of the fittest!"  
"Do I have a second on that?"  
"Aye!" shouted the able-bodied Changelings.  
"And against!"  
"Nay!" groaned the wounded Changelings.  
Trixie's eyes twinkled triumphantly. "The 'ayes' have it!"

Trixie opened the door. Against their protests, the wounded Changelings were pushed out. They fell into the river and were swept away by the current.

Chrysalis began to panick again as Trixie picked her up and carried her to the exit. She hesitated for a moment, savoring her moment of triumph.  
"Oh, how it pains me to do this!" she commented, her words dripping with sarcasm.  
"Wait!" Chrysalis begged. "I'm still alive!"  
"Want to bet?" replied Trixie with a wink. She let go of Chrysalis.  
"TRIXIEEEEE!" the queen screamed as she plummeted into the water below and was also swept away by the current.

Trixie wiped her hooves and walked back to the front of the coach, chucking.  
"Well, now that Chrysalis has, shall we say "departed", I nominate myself as the new queen!"  
"Wait!" protested Behemoth. "I am the strongest Changeling! I should lead!"  
The Armored Changeling stood up. "No! Chrysalis still rules! We must rescue her!"

"Chrysalis was defeated in battle!" Behemoth pointed out. "She is no longer fit to lead!"

The Armored Changeling's lieutenants stepped between him and Behemoth, shouting "If you're so strong, let's see you fight us!"

"As you wish!" Behemoth replied, enlarging himself as much as the coach would permit and charging at the lieutenants.

Trixie walked back to her seat and lay back in it to watch the fight. Whoever emerged victorious would be exhausted, and then she would defeat him. She had already waited a month to take command; she could wait a while longer.

"Chrysalis. It's time to wake up now."  
Chrysalis opened her eyes. She could not tell where she was, but leaning over her was a tan unicorn with a grayish-brown mane, tail, beard and mustache and light-gray eyes. He wore a dark gray suit, white shirt and green bow tie.

"Who are you?" she demanded.

"You may call me Jack."

"What is this place?"

"This is my home, at least for the time being, and I've summoned you here for a purpose."

"Nopony summons me!"  
"Is that so? Well, _I _did."  
"State your business!"

"No 'thank you'? By the time I fished you and your companions out of the water they had already drowned. If it wasn't for me you'd be as dead as them. But we can discuss etiquette later. Right now I need you to go to Ponyville and destroy the Elements of Harmony. They are the only things that can threaten me."

"Then you have nothing to fear," boasted Chrysalis. "I've already crushed Celestia with my bare hooves!"  
"Don't exaggerate. I saw what happened."  
"The point is she's dead! Without her, the ponies will be easy pickings for my Changelings, even with...Trixie...leading them. They'll slaughter the ponies before the Element Bearers can come together!"

"Wrong again, I'm afraid. Before she died Celestia made Princess Cadance the new leader. No, you'll definitely have to destroy the Elements for me."

Chrysalis felt her temper flaring. What right did this unicorn have to tell her what to do?

"Why should I? What's in it for me?"

Jack's eyes widened in surprise, then twinkled with amusement. "Was that a serious question? You're hardly in a position to make a bargain, but very well. I'll give you a new body and new troops to command."

"And?"  
"And nothing!" The amusement in Jack's eyes was replaced by irritation. "You're not entitled to anything. You belong to me now!"

"I belong to nopony!"  
Jack turned away. "As you wish. Apparently I misjudged you. I hope you enjoy burning alive."

There was a blinding flash of light, and suddenly Chrysalis was suspended in mid-air above a pit of flames. Worse, she was steadily being lowered into it. Her desire for self-preservation temporarily overrode her ego and she cried "Wait! No! Stop! I accept your terms!"  
There was another flash of light. The pit was gone, and she was lying on the ground again, with Jack grinning down at her.

"I knew you'd see it my way."

A third flash, and Chrysalis felt the pain fading from her body and being replaced by strength-far more strength than she had previously possessed. She stood up, and for the first time she noticed that the bodies of the other Changelings who had been thrown off the train were lying there.

"You're no longer Chrysalis," Jack observed. "I think we'll call you Metamorphosis now. And these will be your minions: Nightingale and her Shadowbolts!"

A fourth flash, and the dead Changelings were replaced by live pegasi. One was a light-gray mare with a blue mane and tail. The others were dark-gray stallions with purple manes and tails. All of them wore purple-and-black flightsuits with winged pony skull emblems.

"Well, now that I've held up my side of our bargain, it's your turn. Go!"

"I'll rip Cadance and every other pony to pieces until the Elements have been destroyed!" Metamorphosis vowed, noting that her voice sounded different now, "but first I have some unfinished business in Canterlot. Come, Shadowbolts!"

The Queen and her minions disappeared into the sky.  
"Just make sure you destroy the Elements!" Jack called after them.

Overall, this was the happiest day of Trixie's life. The throne upon which she now sat was even more comfortable than she had assumed it would be, and gathered before her was the multitude of followers she had craved. On the flipside, she deeply regretted giving Behemoth a trumpet, as he seemed reluctant to finish the overture.

"Get on with the ceremony," she ordered, but Behemoth played on. Finally, Trixie fired a single blast that sliced off the mouth of the trumpet, silencing him and leaving him humiliated. He deserved it, she decided, for trying to take the spotlight away from her. This was her day.

Her new crown was placed upon her head. Adjusting it, she stood up, cleared her throat and began the coronation speech she had prepared the day after she had joined Chrysalis's army.

"Fellow Changelings, as your new queen I-"

Suddenly five pegasi, led by a brown alicorn, burst into the room. All the Changelings turned away from Trixie to survey the new arrivals.

Trixie hated being interrupted, and she hated having attention drawn away from herself even moreso. Purple with rage, she stood up and demanded "WHO DARES DISRUPT THE CORONATION OF THE GREATER AND MORE POWERFUL TRIXIE?!"

"'Coronation', Trixie?" the alicorn sneered. "This is bad comedy!"

At first Trixie was almost flattered that this complete stranger knew her name, but then she looked into the alicorn's green eyes and found them chillingly familiar.

"Chrysalis? Is that you?" she asked, praying desparately that the answer would be no.

"Here's a hint!" The grin that accompanied this statement confirmed Trixie's worst fears. She knew her fate was sealed.  
Metamorphasis fired a powerful blast that engulfed Trixie's entire body. As the white-hot flames consumed her, Trixie screamed in agony, a scream that only ceased when her body had been reduced to a smouldering pile of ash. Her crown, bereft of its wearer, fell to the floor and rolled down the steps, stopping at Metamorphasis's feet. Metamorphasis raised one hoof and stomped on the crown, crushing it flat, then turned to face the assembled Changelings.  
"Will anyone else attempt to fill her shoes?" she asked.

"What did she say her name was?" asked one lieutenant.

"Metamorphasis," Metamorphasis replied.

Instantly the Changelings broke into an enthusiastic chorus of "All hail Metamorphasis!" as their new ruler seated herself on her throne.

An hour before, the Wonderbolts had brought the bodies of Celestia and Luna back to the castle. Surprise had subsequently volunteered to take the Elements of Harmony to Cadance, giving her the opportunity to visit with Pinkie Pie. Neon Lights and Lucky Clover, posted on the wall outside, had watched her go. Now they were watching as enormous black, thorny vines moved out of the forest and into the clearing.

"Where'd those come from?" wondered Neon.

"Who cares?" Lucky replied. "I'm more worried about where they're going!" The vines were now halfway up the wall, and had sprouted crab-like flowers.

Neon switched on his radio. "Talk to me, Ponyville! We've got a situation here! Roger me, wilco me, anything! Hello, hello Ponyville!"

In Ponyville, the ponies were hard at work hauling away the wreckage of Town Hall in preparation for its reconstruction. Cadance, who now wore the box containing the Elements around her neck, was supervising. Then Vinyl carried her radio into the square and announced "I'm picking up a faint signal!"  
"This is Rising Star-weird-looking plants just showed up outside the castle!"  
"And they're attacking us!" Lucky's voice added.

There was a hissing sound, a violent fit of coughing, a sound of heavy objects falling, then silence.

"Neon Lights! Lucky Clover!"

Vinyl boosted the signal, and eventually Shining Armor's voice came through.

"This is Shining Armor and Caramel!"

"These things, these monster plants have grown over the wall and are encroaching on the castle!"  
"And they're heading this way!"  
"We'll try and slow them down!"  
"But you'd better get here fast because we're not going to-"

The transmission suddenly dissolved into static.  
"Big brother!" Twilight cried.

The vines pulled open the castle doors and slithered inside, only to find their path blocked by the remaining guards.

"Ready!" shouted Shining Armor. "Aim! Fire!"

The guards hurled their spears, and when it was over, the vines had been cut down and lay motionless, leaking green fluid on the floor. But before Shining Armor could congratulate his men on a job well done, more vines poured in through the hole in the ceiling, opening crab-like flowers.

"Oh, horse apples!" Shining Armor cursed. "What're we gonna do now?"

Then spores spilled out of the flower and directly into his face, and everything went black.

Metamorphasis had been watching the events unfold in her crystal ball. When she heard a voice laughing and recognized it as Jack's, she leaped to her feet, enraged.

"How dare Jack! All of Equestria belongs to me!"

Suddenly her head felt as though it were on fire. She clutched at it, moaning.

"But remember-" Nightingale told her, "_we_ belong to him!"  
"I belong to nopony!" she insisted. The pain increased, causing to lose her balance, stumble down the stairs and collapse, getting a mouthful of Trixie's ashes in the process. The Armored Changeling rushed to her side, concerned.

"I will obey, Jack!" she groaned, and her pain ceased. She rose to her feet and ordered, "Shadowbolts, to Ponyville!" She then turned to the Armored Changeling and gestured to the ashes, stating "Make sure this mess is cleaned up by the time I get back!"

"My little ponies, prepare to board the transports. This new menace is more dangerous than all the Changelings put together! Somehow we must destroy them before they devour all of Equestria!"

"But what about Shining Armor?" Twilight questioned. "He's still in the castle!"

"Twilight," Cadance assured her, "we'll do everything we can for Shining Armor."

"I don't intend any disrespect, princess," interjected Applejack, "but just what are we gonna do when we get there?"

"Maybe the Elements can stop them," Cadance replied.  
"You're right-they can!" Twilight agreed.  
"What d'_you_ know about it, young 'un?" asked Granny Smith.  
"The Elements defeated Nightmare Moon and Discord," Twilight pointed out. "They can deal with this."

"Look!" Applejack pointed at the sky. An unfamiliar-looking alicorn was approaching, leading a small army of pegasis who looked disturbingly like the Shadowbolts.  
"To the transports!" ordered Cadance.

"I, Metamorphasis, will crush you just as Chrysalis crushed Celestia!" the alicorn bellowed.

"And you'll die trying, just like Chrysalis!" Cadance answered defiantly, firing a blast that knocked Metamorphasis off-balance. The other ponies took advantage of this distraction to make their escape.

"Pony scum!" growled Metamorphasis.

"You want me to gut Cadance?" Nightingale inquired eagerly.  
"By no means," Metamorphosis shook her head. "There are plenty of ponies for you-Cadance is mine!"

"Stay close to Rarity and I, Spike!" Twilight told her assistant, quickly raising a small shield to block a blast from the Shadowbolts.

"You don't have to tell me twice!" Spike answered.

When Cadance reached the area where Twilight's balloon and a dirigible were docked, she found Derpy Hooves sitting on the dirigible's gangplank and Rainbow Dash attempting to push her up it.

"Come on, Derpy!" she growled.  
"I told you I'm not going anywhere! Get your hooves off of me!"

"Raindow Dash, get Ditzy onto the airship!"  
"I'm trying to, but she says she won't budge until Pinkie Pie brings her muffins! I told this featherbrain that if she doesn't get onto the airship she won't live to eat any muffins, but she won't listen to me!"

"_Featherbrain_?" Derpy looked very hurt. "Now you listen to me-"  
Before the conversation could continue, Pinkie Pie came bounding on, a box of muffins on her back.

"Here you go, Derpy! Freshly-baked muffins for you to share with your daughters!"  
"Thank you, Pinkie!" Derpy smiled, then glared at Rainbow Dash.

Realizing her mistake, Rainbow Dash said "Oh...I didn't know." She laughed nervously. "Uh...sorry about that, Derpy."  
Derpy turned to Cadance. "I'd rather go with Pinkie, princess."

"Then get on board and get out of here!" Cadance replied, moving past them and into the gondola.

Derpy and Pinkie boarded Twilight's balloon, where Surprise, Raindrops, Twilight and Granny already were. As the Shadowbolts approached, Twilight untied the balloon and it floated away.  
"Looks like we're shipmates, Spike!" Applejack told the dragon as they followed Cadance and Doctor Hooves into the dirigible.  
"That's fine with me, Applejack," Spike answered. The door closed behind him.

Doctor Hooves and Cadance took the controls. "Hurry!" Cadance told him.

The propellor started, and the dirigible rose into the air. As Spike looked out the window, he suddenly noticed Rarity galloping after them, calling them to stop.  
"Wait, Princess Cadance!" Spike yelled. "Rarity is still out there!"

Applejack quickly opened the door and lassoed Rarity.

"Jump, sugarcube!" she shouted.

Rarity did so, and Applejack pulled her safely inside, closing the door again.

"Thank you, darling," Rarity responded.  
"That was close!" Spike commented.  
"Believe it or not," answered Applejack, "that was the fun part!"

Cadance switched on the intercom. "Congratulations, my little ponies. We've lost them, so rest while you can."

While Derpy and Raindrops listened in fascination to a story from Granny Smith's childhood and Pinkie Pie and Surprise had a conversation that none of the other ponies could follow, Twilight contented herself with practicing her magic.

Suddenly Metamorphosis and the Shadowbolts were diving on them again.

"They're closing on us!" Twilight warned.

Granny Smith grabbed the rope and changed the balloon's course, dodging the attackers in the nick of time.

"We survived that!" Twilight observed joyfully.

"Yeh," nodded Granny Smith, "but will we survive _this_?"

The Shadowbolts were circling away from the group.

"Nightshade," ordered Metamorphia, "attack!"

Nightmare broke away from the others and charged straight through the balloon, puncturing it.

"We're going to crash!" Twilight yelled.

Applejack looked on in helpless horror as the basket dropped like a stone. She told Princess Cadance, "Granny Smith and Twilight just bought it!"  
Though Cadance was filled with despair at the thought of losing her beloved sister-in-law, she could not deal with her feelings at the moment, and responded "I can't deal with that right now!"

The Shadowbolts were in hot pursuit.

Applejack looked serious. "Face it, princess: the Shadowbolts are gonna dog us until they see us dead!"

Cadance had a flash of inspiration. "Then that's exactly what they're gonna see! Prepare to abandon ship!"

"That would leave us completely unprotected, princess," Doctor Hooves cautioned.  
"What choice do we have?" Cadance pointed out.

The dirigible halted in mid-air. Seizing the opportunity, the Shadowbolts went through its envelope, tearing it apart. The gondola crashed to the ground and burst into flames.

"The ponies are dead!" Nightingale declared gleefully.  
"Excellent!" smiled Metamorphosis. "And the Elements with them!"

Suddenly her head was once again in burning pain.

"Jack-why?!" she screamed. The pain ceased. She turned to her concerned minions and told them, "Take me to Jack! Take me now!"

The Shadowbolts flew off, supporting their weakened queen between them.

The dirigible's former occupants, engulfed in a force-field generated by Cadance, were lowered gently to the ground. They found themselves on a beach.

"Did we have to let them detonate our ship?" Rarity asked.  
"Seein' as how they would've detonated us along with it, ah think it was a good choice!" Applejack answered.

"But now how are we going to get there, darling?"

"We'll rest here for a moment, then go the rest of the way on foot," Cadance replied.


	3. Chapter 3

Twilight had fallen out of the basket and splashed down in the river that flowed through Ghastly Gorge. She surfaced, calling "Granny Smith! Derpy! Pinkie Pie! Anypony!"

_The fortunate ones_

_To be fast and free and young_

_I want to count myself among_

_The fortunate ones_

_We won't be denied_

_We know that time is on our side_

_We've got the passion and the pride_

_We won't be denied_

_This generations_

_With fire in our eyes_

_Strong are the ties that bind us_

_We don't need no alibis_

"Twilight! Help me!" Granny called back.

"Granny!" answered Twilight. Looking up, she saw the elderly pony, struggling between the jaws of a Quarray Eel. "_Granny!_"

"Help!" Granny repeated.

Twilight climbed out of the water and blasted the Eel in the snout. It let go out of Granny Smith, who fell to the ground, then lunged at Twilight. Twilight blasted the Eel in the eye. It shrieked in pain and, half-blinded, retreated back into its cave.

_Nothing's gonna stand in our way_

_Nothing's gonna stand in our way_

_Nothing's gonna stand in our way_

_Not tonight_

_We want it all_

_And tonight we got the call_

_We're running high but we won't fall_

_We want it all_

_We won't be denied_

_Like a breaker at high tide_

_We're gonna take this sweet joy ride_

_We won't be denied_

Twilight rushed to the side of Granny Smith, whose artifical hip had been dislocated by the Eel's teeth.

"Granny! Talk to me!"  
"F-fix me..." Granny groaned.  
"Sure, Granny," Twilight nodded. "Right away."

She lifted Granny onto her back and carried her a safe distance downriver.

_Nothing's gonna stand in our way_

_Nothing's gonna stand in our way_

_Nothing's gonna stand in our way_

_Not tonight_

Twilight set Granny down and used her telekinesis to put the implant back in the socket.

"That does it. Well, what do you think?"

Granny stood up, walked around in a circle, then regarded Twilight quizzically.

"You sure you didn't put it in backwards or somethin'?"  
"Of course not!" Twilight reassured her. "You're just a little stiff!"  
Granny chuckled. "More'n a little. Anyway, all things considered you did an amazin' job, young 'un. Amazin'!"  
"Really?" Twilight asked.  
"Yeh. Now let's find the others and get out o' here!"

Only then did the ponies realize they were surrounded by armor-clad, lance-wielding Diamond Dog guards. In no condition to resist, the ponies surrendered and were motioned into a nearby cave. As they descended into the bowels of Equestria, Twilight told Granny "These are Diamond Dogs. I've met them before."  
"Applejack told me all about it, young 'un."  
"Escaping from them will be simple."

"Hey, what's goin' on over there?"

By now they had reached the main cavern. A deep pit had been dug into the floor, and from it came the blood-curdling baying of a Timberwolf. A plank extended about half-way across the pit, and standing on the plank was an apprehensive-looking pony that Twilight did not recognize. In front of the pit sat Rover, Fido, and Spot, watching the pony intently. Another guard dog stood between them.

"Has the Tribunal reached a verdict?" the guard asked.  
"We have!" Rover replied.  
"Guilty or innocent?"  
"Innocent."

The pony looked greatly relieved.  
"Feed him to the Timberwolf," added Spot.

The pony had only a brief second to register his shock before the plank was retracted and he tumbled into the pit. The Diamond Dogs' laughter mingled with the pony's dying screams and the growls of the Timberwolf.

Twilight felt nauseated.  
"Not the end I'd wish for, young 'un," Granny Smith observed quietly.

Metamorphasis and the Shadowbolts arrived in the clearing to find Jack hanging upside-down from a tree, apparently deep in thought.

"Jack! Why did you torture me?" Metamorphasis questioned.

Jack dropped onto the ground, landing upright.  
"Do I need a reason?" he responded. "I _did_ have one this time, however: you failed me!"  
"No, Jack!" Metamorphosis shook her head. "Princess Cadance is dead, and the Elements destroyed!"  
Jack rolled his eyes. "How someone like you managed to defeat Celestia, I'll never know. Had you bothered to examine the wreckage of the dirigible, you might have noticed a distinct absence of bodies. The Elements have not been destroyed, and Princess Cadance lives. Stalk her. Kill her. And destroy the Elements."  
Metamorphasis and her minions hastened off to carry out their mission, and Jack returned to his tree.

Spike and the ponies were headed upriver, unaware that they were being observed from the water. Suddenly Cadance sighted the approaching Shadowbolts.

"Shadowbolts! We've got to draw them off!"

The ponies split into smaller groups, as did the Shadowbolts.  
"What do I do?" Spike asked as they closed in him and Rainbow Dash.  
"You're a dragon," Rainbow Dash pointed out. "Breathe fire on them!"  
Deciding it was worth a try, Spike set his attackers on fire. They dived into the river to extinguish themselves, and he and Rainbow Dash took the opportunity to rejoin their companions.

"Make a break for cover!" Cadance instructed. "I'll try to unleash the power of the Elements!"

Spike and the other ponies saluted and moved off, shouting "'Till all are one!"

"'Til all are one!" Cadance repeated. She removed the box from around her neck, inserted her horn into the keyhole, and powered up...but nothing happened. She powered up further, but to no avail.

"Open!" she grunted. "Damn it, open!"

By now Metamorphasis and her Shadowbolts had landed and were walking towards her.

"Aunt Celestia," Cadance said to the box in desparate bewilderment, "you said the Elements would light our darkest hour!"

"Cadance!" called Metamorphasis. "I want the Elements!"

Cadance placed the box back around her neck, regarding her enemies defiantly. "Never!"  
"I was hoping that would be your response. I only wish your darling husband could be here to see this. Shadowbolts, kill her!"

Before Cadance realized it, a Shadowbolt had hold of each of her legs. When she attempted to shake them off, two more grabbed her wings and begun plucking out feathers so roughly that they drew blood. The intensity of this pain having impaired Cadance's ability to struggle, the remaining four Shadowbolts twisted her legs until they broke. Nightingale then removed the box from around her neck and nodded to the others, who lifted Cadance into the air and dropped her into the river. She sank like a stone.

Nightingale presented it to her mistress, who placed it around her own neck.

"Jack, my master-with this, I will make you my slave!"

Twilight and Granny Smith now stood on the plank. Below them, the ever-hungry Timberwolves regarded their potential meal.

"Before the Tribunal reaches a verdict, would you like to beg for your lives?" asked the guard dog. "It sometimes helps, but not often."

"Your concept of due process of law is very different from ours," Twilight observed. "We haven't been offered counsel, or even told what crime we're accused of."

"Silence, or you'll be held in contempt of this court!" yelled Fido.  
"I have nothing _but_ contempt for this court!" Twilight glared at him.

"Guilty or innocent?" asked the guard.  
"Innocent!" replied Rover.

The plank was retracted, and they fell. Before they reached the ground, Twilight teleported them out again, but the biggest Timberwolf had bitten onto her tail and came with them.

_When I see what I want_

_I'm going to take it_

_If it's against some law_

_You can bet I'll break it_

_My need to feed_

_Gives me the will to survive_

_I gotta find it fast_

_To keep me alive_

_I can't believe my hunger_

_Hunger_

_I want it so bad I can taste it_

_It drives me mad to see it wasted_

_When I need it so bad that it's burnin' me_

_I'm hungry_

A blast from Twilight's horn broke it into a pile of twigs.

"Didn't even break a sweat!" Twilight smiled.  
"But look!" pointed Granny. The remains of the Timberwolf were regenerating, and in moments six smaller (but no less dangerous) Timberwolves confronted the ponies. "There are a lot more of them things!"  
"We can't hold out forever, Granny," Twilight told her, preparing to make her last stand, "but we can give them something to remember us by!"

_I'd do anything to get it and feel no regret_

_Time is running out and I ain't found it yet_

"Execute them!" bellowed the guard dog.

Suddenly part of the wall was blown away, and the guard dog was buried under the rubble. As he attempted to dig himself out Pinkie Pie appeared in the opening, smoke streaming from the barrel of her party cannon.  
"Excuse me," she told the dazed guard dog as she wheeled her cannon over him, followed by Derpy, Raindrops and Surprise. Derpy no longer had her box of muffins.

_I can't believe my hunger_

_Hunger_

_I want it so bad I can taste it_

_It drives me mad to see it wasted_

_When I need it so bad that it's burnin' me_

_I'm hungry_

The Timberwolves turned their attentions to the new arrivals. Surprise lifted Pinkie and her cannon into the air, and Pinkie fired the weapon down the attacking beast's throat, causing the Timberwolf to explode. Raindrops delivered a karate kick that split her attacker in two. Derpy seized her attacker, lifted it above her head, and smashed it against the floor. Then, before any of the Timberwolves could rise again, Derpy shot lasers from her eyes that reduced the fragments to ash. (Don't ask how she was able to do that, because I don't even know). The three surviving Timberwolves cowered before her.

"It's good to see you all!" Twilight told her companions, but Spot bellowed "Execute them, stupid wolves!"

Derpy stomped her hooves on the ground, pointed to the Diamond Dogs and roared in a very harsh-sounding voice "I say execute _them_!"

The Timberwolves hesitated for a brief moment, looking at Derpy, then at the Dogs, then at each other. Then all of them charged at their former masters, and the terrified Dogs fled down the tunnel with the Timberwolves in hot pursuit.

"Ah reckon the problems here will be solved very shortly," Granny Smith chuckled.

"But what about _our_ problems?" asked Twilight. "How do we get out of here?"  
"The same way _we _got in, silly!" responded Pinkie Pie, pointing to the hole she had made in the wall.

"What in tarnation got into you?" Granny Smith asked Derpy.

"I lost my muffins when we crashed," the gray pegasus explained in her normal voice. "Now I won't have any to share with my daughters!"

"When we get to Fillydelphia, I'll bake you new ones," Pinkie assured her as they started on their way.

"Yay!"

Cadance's companions had watched from a distance as Metamorphasis and the Shadowbolts departed, but when they had gone back to find Cadance, all they had discovered were a small pile of pink feathers and a trail of blood leading to the water.

Rainbow Dash gritted her teeth. "When I find Metamorphasis, I'll-"  
"You'll what?" interrupted Applejack. "If Princess Cadance couldn't stand up to her, there's no way any of us can-not without the Elements."

"Then what are we supposed to do?" Rainbow Dash snapped back. "Just give up?"  
"'Course not, sugarcube, but we gotta use our heads."

"First Princess Celestia and now Princess Cadance!" sobbed Rarity. "Oh, Spikey-Wikey, what shall we do?"

As Spike was wracking his brain for some words that would comfort his lady-love, two strange creatures with pony-like heads and fish-like bodies suddenly surfaced in the water. One of them, a female, was orange with blue stripes, and the other, a male, was blue with golden stripes.

"Excuse me," said the female, "but are you friends of a pink alicorn?"  
"What's it to you?" demanded Rainbow Dash.

"Easy there, Rainbow!" said Applejack. "They might be friendly."  
"Maybe, or they might have helped Metamorphasis and the Shadowbolts to murder Princess Cadance!"

The female sea pony gave an offended gasp and spat water in Rainbow Dash's face. The sight of the soaking wet pegasus sent both sea ponies into fits of laughter.

"You think that's funny, huh?" growled the pegasus. "Let's see how ya like this!"

Before anypony could stop her, Rainbow Dash dived into the water and grabbed the female seapony, but she slipped from Rainbow Dash's grip and disappeared back into the depths.

"That's right!" Rainbow Dash yelled after her. "You'd better run!"

"You'll be in big trouble when the King finds out about this!" the male seapony told her angrily. "He'll make you sorry!"

"Let him try!" Rainbow Dash retorted. "I can beat him up too!"

The male followed his companion.  
"Rainbow Dash," Rarity admonished, "that may not have been the wisest course of action."  
"Why not?" asked Rainbow Dash.

As if in answer, an enormous clamshell rose from the depths. It was open, and seated within it was a creature even stranger-looking than the sea-ponies. He had the head of a lion and the body of a fish. His scales were green, he had thin red stripes on his tail and fins, and his mane, eyebrows and whiskers were orange. He wore a blue cape and a golden crown, and in one flipper he held a trident.

The two seaponies also surfaced. The female pointed at Rainbow Dash and told the merlion, "That's her, Your Majesty!"

"Pegasus, did you attack one of my subjects?" the merlion demanded in a deep, booming voice.

"So what if I did?" responded Rainbow Dash. "What are you gonna do about it, huh? You can't leave the water!"  
The merlion pointed his trident at Rainbow Dash and the pegasus barely dodged a bolt of lightning.

"Now see here!" cried Rarity. "I'll admit my friend was very rude, but that's hardly sufficient reason to execute her!"

The merlion fired lightning at Rarity. The unicorn ducked, but her mane was singed. "Oh, it is _on_!"

"Leave Rarity alone!" yelled Spike. The lightning struck him, but since dragons are fireproof, it stung but did no damage.  
"Cut that out!" yelled Applejack, and had her hat incinerated for her trouble. She turned to her friends. "Ah'd hoped it wouldn't come to fightin', but it looks like we've got no choice."

"Then let's go!" Rainbow Dash replied.

_Put down that chainsaw and listen to me_

_It's time for us to join in the fight_

_It's time to let your babies grow up to be cowboys_

_It's time to let the bedbugs bite_

She went straight for the merlion and attempted to wrestle the trident from his grasp. The two seaponies grabbed the pegasus's hindlegs and tried to pull her away from their ruler. Rarity blasted the male and the female retaliated by spitting water at her, which Spike evaporated with his fiery breath. Ultimately Rainbow Dash was able to take the trident, and pointed it at the merlion's chest.

_You better put all your eggs in one basket_

_You better count your chickens before they hatch_

_You better sell some wine before it's time_

_You better find yourself an itch to_

- oh, hi Dashie!"

"Pinkie Pie?" Rainbow Dash gasped.

"And Twilight!" added Spike.

"And Granny Smith!" finished Applejack. "You're all okay!"

_You better squeeze all the Charmin you can while Mr. Wipple's not around_

_Stick your head in the microwave and get yourself a tan_

"Wait, Surprise!" Pinkie held up a hoof. "Something tells me this isn't a good time!"

"It isn't!" Rainbow Dash agreed, gesturing at the King. "I was about to turn this freak into a shish-kebab!"

Twilight glared at Rainbow Dash and said, "For your information, Rainbow Dash, that 'freak' happens to be Princess Celestia's cousin, King Leo of Aquastria."

"What?!" Rainbow Dash looked at the scowling king, who held out his flipper. With a nervous laugh, the pegasus handed the merlion's trident back to him, then flew back down to the shore and backed slowly away.

After all those involved had apologized for the misunderstanding, King Leo turned to Twilight. "You must be Twilight Sparkle. Cousin Celestia has told me much about you. How is she, by the way?"

Twilight's eyes suddenly filled with tears. "Princess Celestia is...is..."

Seeing that her friend was unable to finish the sentence, Rarity explained, "I'm afraid, your majesty, that Princess Celestia is...no longer with us."

"What?! No! When and how did this happen?"  
"A few hours ago," Rainbow Dash explained. "She was killed by the same creeps who killed Princess Cadance."  
"Princess Cadance is not dead. I saw her fall into the sea, used my magic to enable her to breathe underwater, and took her to Aquastria to be healed."

"Why didn't you say so in the first place?" asked Rarity.  
"I sent Coral and Arrow to tell you," the King responded, pointing to the sea ponies.

"They never gave us a chance to explain, Your Majesty," the female told him.

"May we see her?" Twilight requested.

"Certainly. Coral! Arrow!" The sea ponies stood at attention. "Go to Nautilus Hall! When Princess Cadance is conscious, bring her here!"

"Yes, Your Majesty!" They responded and dived.

"Now?" asked Surprise.  
"Now!" nodded Pinkie.

PINKIE:

_You can be a coffee achiever_

_You can sit around the house and watch_

_Leave It To Beaver_

_The future's up to you_

_So what you gonna do?_

SURPRISE:

_Dare to be stupid_

_Dare to be stupid_

PINKIE:

_What did I say?_

SURPRISE

_Dare to be stupid_

PINKIE:

_Tell me, what did I say?_

SURPRISE:

_Dare to be stupid_

PINKIE:

_It's alright_

SURPRISE:

_Dare to be stupid_

PINKIE:

_We can be stupid all night_

SURPRISE:

_Dare to be stupid_

PINKIE:

_Come on, join the crowd_

SURPRISE:

_Dare to be stupid_

PINKIE:

_Shout it out loud_

SURPRISE:

_Dare to be stupid_

PINKIE:

_I can't hear you_

SURPRISE:

_Dare to be stupid_

PINKIE:

_Okay, I can hear you now_

SURPRISE:

_Dare to be stupid_

PINKIE:

_Let's go, Dare to be stupid_

SURPRISE:

_Dare to be stupid_

PINKIE:

_Dare to be stupid_

SURPRISE:

_Dare to be stupid_

As they finished their song, the two sea ponies returned, accompanied by a bandaged but very much alive Cadance. She now had gills, but a wave of King Leo's trident caused them to disappear. When she Twilight, she looked extremely pleased.

"Twilight?" she asked. "Is that really you?"  
"Yes. How do you feel, Cadance?"  
"I'll live, but I'm in no condition to lead. You'll have to take my place for now."

"Me?"

"Yes, you! You're the only one here who's qualified!"

"I'll do my best." Twilight promised.

"I know you will," Cadance assured her.

"Wait-" interrupted Rainbow Dash. "Where are the Elements?"  
"Metamorphasis has them," Cadance answered.  
"And where is she?"  
"Canterlot, probably."  
"Your Majesty," Twilight addressed King Leo, "can you give us transportation back to Canterlot?"

"I can. Coral, Arrow, bring a mantahawk."  
"Yes, Your Majesty!" The sea ponies dived again and returned accompanied by the large creature their leader had sent them to get.

"Rainbow Dash, Surprise, take Princess Cadance to Fillydelphia, then go to Canterlot."

"You got it," Rainbow Dash nodded. The two pegasi headed for Fillydelphia, supporting the incapacitated princess between them.

Twilight mounted the Mantahawk, adding "Everypony else, we're going to Canterlot now."


End file.
